Ademi LLP is investigating Orla (NYSE American: ORLA) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Equinox.
Orla stockholders will receive 1.00 Equinox common share plus a nominal cash payment of $0.0001 for each Orla share held. Upon completion, existing Equinox shareholders will own approximately 67% of the combined company, while former Orla shareholders will hold 33% on a fully diluted basis. Orla insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Orla by imposing a significant penalty if Orla accepts a competing bid. We are investigating the conduct of the Orla board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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